Misguided Misallocations
by BloodRedWolf26
Summary: After Ultron escapes the Avengers Tower, he flees to Sokovia, where he meets a little girl hidden among the ruinous rubble of the church. Turns out the AI may be able to care for something after all. Suggestions welcome for later chapters!
1. And So It Begins

_So I saw Avengers: Age of Ultron last night and I absolutely LOVED it! It left me a groveling mess, and gave me the worst case of feels imaginable. So in order to vent some of these pent up emotions, I thought I'd get back to writing!_

 _This idea came to me last night, and refused to be pushed aside! It's an AU in which after Ultron escaped from Avenger's Tower, he went into hiding in the church in Sokovia, and there he found a little girl, huddled up and injured in the rubble. Something causes him to nurse the child back to health, and grow rather protective of her. When the Avengers are finally able to track Ultron down, he stops at nothing to protect the child he's grown so fond of._

 _Oh, and Pietro and Wanda were already a part of the Avengers, just for this story's sake. Ultron will also be more OOC. I hope you all enjoy this story! Sorry if some of the dialogue is incorrect, I kinda improvised a little! This will also be my first multi-chaptered story, so I apologize for any mistakes!_

 _Disclaimer: I don't own the Avengers, or anything related to Marvel. I just came up with the story idea._

 _P.S. I absolutely LOVE the twins, especially Pietro, but he does get beat up in this story. I didn't mean to do that! Sorry Pietro! I love you!_

 _..._

A deep, throaty chuckle tore past the steel lips of the AI. "I know you're good people. I know you all mean well. But you just didn't think this through." With a shuddering lurch, Ultron shuffles forward, loose pieces of metal scraping noisily against the floor. The group of humans in front of him doesn't move; they only stare in utter incompetence as he grows closer.

Ultron suddenly stops, and rears his head, his eyes flaming bright with arrogance. "There is only one clear path to peace..." Tony's jaw clenches, his caramel eyes widening in both shock and fear. "…your extinction."

Ultron lifts a thin, calloused arm, and flexes his fingers outwards. At this silent command, three other battered robots launched from their hidden corners, slamming into the Avengers at full tilt. Furniture and glassware alike are toppled over as the Avenger's struggled with the oncoming threat. Ultron stared in amusement, his mind clouding with hellish hatred. A fist soon connected with his metallic jaw, and he teetered backwards, his mind snapping to attention. The AI's head swerved briskly side to side, trying to identify who had struck him. Again, a fist connected with his body, though this time it was sloppy, and only grazed off of his chest. A fluorescent flash of blue followed the punch, and Ultron sneered in disgust. He'd been hit by one of the filthy lab rats. "Damn you." Ultron grits out, his eyes narrowing in brutal anticipation. Another gust of wind shoots by him and slows momentarily, rearing back for another punch. Ultron tenses and roots his feet to the ground, raising his hand, and again stretches out his bony fingers. A beam of light explodes from his palm, and connects with the boy's abdomen, causing him to slow tremendously, and shout out in agony.

Pietro hunches over, firmly grasping at his stomach, as blood runs freely though his dexterous fingers. He grits his teeth, and squeezes his icy blue eyes shut in an attempt to block out the searing pain. He's faintly aware of Wanda screaming his name in absolute terror, though her voice sounds as if it were a mere whisper, falling limply on his ears.

Another chuckle can't help but escape Ultron and he saunters closer to the boy, his palm glowing with the anticipation of another imminent strike. Pietro groans in anguish, his eyes fearful as they connect with Ultron's deep, red orbs. A malicious grin tears at Ultron's features and his palm dims suddenly. He slams a heavy foot against Pietro's chest, and causes the boy to hurtle against the floor, a scream of anguish escaping from his lips. "Foolish brat," the AI hisses, his tone low and choppy, his voice sounding as if he were gargling broken glass. ", you didn't see that coming?"

His foot pressed harder against Pietro's chest, eliciting a tearful moan from the boy, as well as the soft creaking of his ribs as they began to give way.

Before he could finish the little asshole, a forcefully brutal shove sent Ultron flying back, his spine slamming loudly against the wall. A spider web of cracks reached their thin, chipped fingers outwards behind Ultron's frame, and the AI braced a hand on the glass strewn floor, slowly heaving himself to his feet.

As his feet again connect and root themselves to the floor, another hit sends him back, though this time he is better able to catch himself. Ultron glances up, a rueful sneer playing on his features. "Is that the best you can do?"

Another sigh of discomfort escapes Pietro, and Wanda is immediately at his side, trying her best to stop the blood flow. Bruce kneels beside her shaking form as she whispers broken promises to her beloved brother, and adds pressure to the fist-sized wound on his abdomen, causing Pietro to arch his back sharply and hiss through tightly clenched teeth.

A tight, haunting smile graces Ultron's features, and he rears his head as if he was a Cobra waiting to strike, and in many ways, he was. Clint steps in front of Banner and the Twins, successfully blocking them from the rouge AI's view, and raises his bow threateningly. The other Avengers soon do the same, and Tony steps forward, his wild gaze betraying his collected footsteps. "Why are you doing this? You weren't supposed to-"

"Well, I guess things never do work out the way people originally intend for them to. Pity, isn't it?" Ultron jests, his crimson eyes taunting further accusations. And for once, Tony Stark's throat goes bone dry, his mouth moving, yet no word of any kind coming out. Steve pushes forward and nudges the speechless billionaire back. "What the hell do you want?"

Ultron's eyes narrow considerably, and he grows quiet for a moment. A dull hum vibrates erratically from the robot's chest, and he takes another staggering step forward. Steve steps back and raises his shield instinctively, his jaw set in rugged determination. But the AI stops and casts a glance to floor, currently strewn with shreds of furniture, glass, and various metal pieces. Wanda continues to feverishly comfort Pietro, her frantic hands enveloped by her powers as she tries to heal her brother.

"You know," Ultron begins, his deep voice laced with evident amusement. ", you are all very simple beings, fueled by a wondrous desire to keep this pathetic world safe. But safe from what, might I inquire?"

"We keep this world safe from arrogant pricks like yourself, if you really want to know." Clint snaps, his gaze never leaving Ultron, his arrow still held at the ready.

A dry, emotionless chuckle rumbles from within the broken robot's throat. "You're quite the little spitfire, aren't you Barton? Since it seems to me you like to joke around, wouldn't it be funny if you went home, and found your family brutally murdered? And, correct me if I'm wrong, but isn't Laura pregnant?" A low click resounded from Ultron. "Now wouldn't that be a shame."

Clint's eyes widened in a blind fury, and he released his arrow, sending it straight into Ultron's eye socket. The AI's head snapped back sickeningly and his crimson eyes dulled. It remained that way for a moment, the only sound in the room being Clint's heavy, labored breathing.

A tremendous shudder courses through Ultron's body, and his thin, wiry neck slowly snaps back into place, his good eye returning back to its usual morbid color. A malicious laugh boils up from the pit of his chest, and works its way to his throat. With every heave of his sunken form, the laugh grows stronger and more powerful, and it soon fills the entire room. Ultron's hand shakily glides to his injured eye, and he grasps the shaft of the arrow, messily yanking it from his eye, sending miscellaneous pieces of machinery skittering obnoxiously to the damaged and dirtied floor. The AI throws the arrow to the ground, and snaps it in half with heel of his foot, laughter still bubbling from his beaten form.

"What fools you are! It's finally come to me. You know what you all remind me of? Puppets. Yes, wooden, hollow puppets dangling from strings that are far too tangled. But would you like to know something? You see, there are no strings on me. Nothing to hold me back."

A roar of spiteful laughter rose again, and Ultron lifted his arms, and waved them as if he were mimicking a puppet. A deep snarl etched into Steve's features, and he brought his shield back. With an enraged growl, the Super Soldier released his shield. It flew in a blur towards Ultron's midsection, and proceeded to slice him in half, stopping him in mid-laugh. Loud, metallic _clangs_ resounded as both Steve's shield and Ultron's torso clattered to the floor. The robot's eyes flickered momentarily, before diming and eventually fading out permanently, his mouth still hung wide open.

Silence completely enveloped the destroyed room, the only sound penetrating the quiet being the soft howl of evening air coasting through the smashed window nearby. Steve, as well as the rest of the Avengers, looked to Tony, whose gaze was fixed on the AI who had promised to destroy them mere moments ago. "Tony…" Natasha began, her voice calm and cool, despite the situation. "… what the hell just happened? What was that thing?"

The genius, billionaire, playboy, philanthropist gently cast his gaze towards the red headed assassin, and for once, couldn't find a witty or snappy comeback to respond with. So instead, he released a sigh he hadn't known he'd been holding in. He opened his mouth to respond, but he was interrupted by Bruce. "Sorry I don't mean to steal from your big unveiling moment, but Pietro's lost a lot of blood and he's beginning to lose consciousness." Tony frowned, but motioned towards the Medical Bay. "Would you guys settle for a rain check?" The rest of the Avengers frowned in frustrated confusion.

...

After Pietro was carried to the Med-Bay and stabilized, Wanda ushered them out, as she had asked for a moment alone with her brother.

"What the fuck man?" Clint snarled angrily, his fists clenched tightly at his sides, his hawk-like gaze never leaving Tony's. "How the hell did he know about my wife? I've never told any of you about her, so how-"

"Clint, calm down, your wife will be fine. Nothing is going to happen to her, I promise." Natasha soothed, he eyes unwavering. Clint cast a glare at Tony, a frown pulling at his lips. "Let me hear that from him."

The rest of the Avengers looked to Tony, also waiting for an answer. Tony looked over his friends, the conference room suddenly seeming to get smaller. A frustrated sigh escaped him as he pinched the bridge of his nose. "Well, I guess you guys deserve an explanation as to why the living room's now destroyed. And it wouldn't hurt to tell you about the scary metal man-creature thing too."

"You think?" Clint quipped.

...

Eastern Sokovia

It was sickeningly quiet in the small town of Sokovia. But what would you expect, it was nearly midnight. The air was dank and crisp, and the obnoxious howls and yaps of the town's mutts were not too far off. Not a single sliver of light dared show itself on the dusty street, even the moon itself hadn't cared enough to appear. Ultron should've expected as much. But it did help cloak him, and for that, he was grateful. His blood red eyes thoroughly scanned the nearby streets and buildings, searching for a place to lay low.

A sneer fell upon his face at the thought of his "father" and his "friends" trying to track him down. A snort escaped his metal lips, not that they'd be able to defeat him once they'd found him. He'd be far too powerful for that.

A boisterous _thump_ brought Ultron's attention back to the real world, and his head snapped in the direction from which the sound had originated. A loose piece of rubble had toppled over from the roof of a nearby church and had crashed to the ground, causing the nearby dogs' barking to grow louder. Ultron snarled in annoyance, but his focus remained on the rugged and crumpled church. A throaty hum vibrated deep within the robot, and he began to saunter towards the building that would now serve as his "base of operations."

The door, as well as most of the windows, had been torn off during the bombing, leaving this once beautiful and hallowed place a demolished husk. A large, throne-like chair occupied the center of the room, and seemed to be the only thing not broken or battered by the bombing. Near the chair was a hatch to a possible underground tunnel, which could hide him during the day. An aggressive smile tore at the AI's features as he sat in the chair, leaning his skull-like head back against the cool concrete. Soon enough, his plan would begin to take action, and there was absolutely nothing those pathetic mortals could do to stop him. Ultron grabbed a nearby piece of rubble and brought it close to his face, and began to squeeze. It soon shattered into countless pieces and fell to the ground.

 _"_ _I've got no strings to hold be down, to make me fret, or make me frown. But now I'm free, there are no strings on me. Hi-"_ The robot began to sing, slowly and softly, his voice evidently laced with malice.

A small, sharp squeak sounded through the church, and Ultron immediately stopped singing. His head lifted from the chair and he slowly scanned the room for other signs of life. When none presented itself, he pushed himself from the chair and strode to where he'd last heard the noise. He peered around a gracious amount of rubble, and even pushed through some of it. "Come out come out wherever you are."

Ultron heard another soft yelp as he began to dig deeper, and he froze, straining to hear any further whimper. There were only a few misplaced stones in his way, and Ultron quickly disposed of them as if they were made of paper. If someone was in here to spy on him, or was even here by their own foolish choice, they'd soon pay the ultimate price.

"When I find you, I swear in God's name, I'm going to-" Ultron started, his voice dry and angry. But the AI stopped when the last rock was strewn aside. A large pair of chocolaty brown eyes looked up to him, tears held deep within their depths. Thick, auburn hair clung to her pale skin as if it were a magnet, and her lip quivered in sheer terror. The girl couldn't have been more than five, and her tattered and torn clothes greatly hinted to Ultron that she had no parents. "Please, don't hurt me. I-I-I promise I won't tell nobody you're here." She whispered hoarsely, her eyes never leaving Ultron's.

Time seemed to slow to a complete stop at that moment. What the hell was he going to do?

...

To Be Continued! Please read and review, as suggestions are greatly welcomed for the next chapters!


	2. Who Are You?

_Oh. My. Goodness. Thank you all so much for such wonderful feedback! I'm seriously in tears right now; I just can't thank or appreciate you all enough! *Gives hugs and cookies* I apologize for the longer wait to this second chapter, and I'm sorry if it isn't as long or as good. It's been a terribly busy week! But on the bright side, I did get to see Avengers AoU again! Yay!_

 _Special thanks to snakeboy33, Angel of Change, Top Kicker, Wicken25, terry1961, ManicMelancholyMonkey, Liyaloveswolves, JustCallMeVital, DesseCanadienne, Grievousorvenom, AraelDranoth, Koyner-Sigguros-Levine, Rocket, Guest, Redontherun, edboy4926, Darth Fang, MailWishes, awolfcomeshome, TitanFire, and Kirake for all the wondrously lovely reviews and suggestions! I'd also like to thank everyone who left a favorite and followed this story! I love you all so much!_

 _Onwards to the story!_

 _Disclaimer: I don't own the Avengers, or anything else Marvel related, as those are property of Stan Lee. I only came up with the story idea._

…

Eastern Sokovia; 12:47 A.M

The air suddenly seemed much too thick, almost chokingly so. And the silence, oh the untouchable silence, had come steadily from behind, wrapping it's clammy, shadowed claws around the AI's throat, and plunging it's hooked dagger between his tensed shoulders, leaving him absolutely and utterly speechless. Ultron's brow furrowed, his mouth set in an unwavering grimace. The girl laid only a mere few feet away, her thin, malnourished frame huddled tightly into a ball. Her scrutinizing gaze never left the AI's, sheer terror causing her body to twitch and convulse. Not a single word is spoken by either being, silence furthering its blade deeper into Ultron's metallic frame. The low, crimson glow of the robot's eyes flickered haphazardly, almost as if he were blinking rather furiously. The AI shifted his weight to his right foot, his fingers curling absentmindedly into fists, his shoulders pushed back tersely.

"Who are you?" Ultron hisses bitterly, his eyes narrowing considerably. She only whimpers pathetically, and scoots farther away from the AI, her head shaking frantically from side to side.

Ultron steps forward, his broad arms still braced tensely at his side. "Why are you here?"

The AI is met with a horribly drawn out silence. Fan-fucking-tastic. With an agitated growl, Ultron takes yet another step, a deathly air enveloping him, his gaze turning opaque with sheer hatred. The girl releases another gasp, fear holding to her like the dust clinging to her pale skin. She continues to back away, her soulful brown eyes still locked onto Ultron's bloodied ones, but her back soon brushes against the cracked and crumbling wall. ' _No.'_ , she mouths brokenly, tears trickling down her ashen cheeks, leaving paths of clear skin in their wake.

Ultron snarls menacingly, his jaw jutting forward. "I asked you a question, child. Who the hell are you?"

The girl folded in on herself, her long auburn hair casting a thick curtain over her features. Gentle sobs wracked her body, and Ultron found himself frowning in utter disgust. A frustrated roar tore from his throat, and he viciously slammed his fist into the wall just above the girl's head, tearing out a decent sized chunk of brick and cement. A mortified shriek fell from the girl's bruised and chapped lips, her shaking hands flying up to cover her head from the incoming debris.

"Are you deaf?" Ultron shouted, his eyes shining a more luminescent red. "You seem to comprehend me, can you not?" Heavy, ragged breaths caused his chest to heave vigorously, his feet rooting themselves firmly to the ground beneath him.

She looked to meet his rueful gaze, her own dark eyes wide with terror, as well as something the AI couldn't quite place. One of her small, fragile hands reached up to brush a lose strand of hair from her face, and her mouth moved as if she were preparing to speak. Though, as with every time before, no comprehensible word, or sound for that matter, escapes her. Ultron purses his lips together, frustration radiating off of him in waves as he rubs a hand down his slender, skull-like face. "Please...", he begins shallowly, each syllable being pronounced to an almost comical degree, "... just answer my damn question, I know you can understand me. Hell, even a simple yes or no will suffice. So, who-"

"M-My name is Andrea. Andrea Rydenson."

The AI almost doesn't catch it. Almost. This girl, Andrea, her voice is just a hair above a whisper, her words nearly being swallowed by the unsettled, whipping winds outside. Ultron's eyes rise in evident shock, and he is again stunned into momentary silence. Once again, a thick shroud of eerie quiet surrounds the two, the chilled evening wind howling wildly in discontent. Her cries have become less obnoxious, Ultron notices, and he soon realizes Andrea's stopped crying completely. She shudders briefly, a dry, throaty cough passing from her lips.

"I-I-I'm hiding here 'cause th-there is a scary man outside, and h-he's trying to find me."

Ultron rears his head in obvious surprise, his eyes narrowing as he considers this new thread of information. He casts his baffled gaze to the girl, who is now looking to him, her chocolate brown eyes glazed over, haunted. She searches his face, trying in vain to find some form of sympathy or remorse. But instead, Andrea finds none of that. All she can see is a deep, bitter anger swirling dangerously behind the AI's morbid eyes. She swallows hard, her hands shaking. Ultron musters a tight, displeasured sneer.

"Trying to find you? What do you mean by this?"

Andrea leans forward ever so slightly, her bony arms extending carefully to the debris covered floor beneath her. With a low, pained moan, the young girl heaves herself to her feet, briefly stumbling forward as she tries to steady herself. Ultron turns sharply, an uptight snarl etched onto his features as Andrea staggers pathetically towards him. The AI's arm lifts suddenly, his fingers extended and his palm facing outwards. A bright, burning ball of pure light flickers to life with deadly intent, a distinct _whirring_ filling up the empty space.

"Take another step and I will end you."

Andrea freezes, her eyes widening in terrified agony. Tears again begin to cascade down her cheeks, the grip over her left forearm immediately tightening. "Please," , she croaks, her soft voice falling flatly on the powerful AI before her, ", h-he tried to h-h-hurt me."

Ultron's brow furrows inquisitively, the readied blast wavering in his palm dimming significantly. "He tried to hurt you? That is preposterous! You humans all lie and cheat to obtain what you want, and what you think matters most. This is simply a-"

The girl glances up nervously, and slowly removes her hand from her forearm, revealing a large, hand shaped bruise. Ultron grows quiet, observing the malicious injury with a careful eye. What surprises him most isn't, in fact, the sheer size of the wound, or even how starkly it stands out against her pale skin. No, it's the fact that this bruise is still continuing to extend over the length of her arm, and is still becoming more and more horrendous looking. The AI soon concludes that the injury is only a few hours old, at most, and is still quite fresh. He stares blankly at the girl, his mind reeling from this new found information, his hands again curling into fists.

From the time of his creation, Ultron had been programmed to see the world as a vulnerable haven for life. Stark had uploaded countless databases into his coding, each one rather similar to the next, and each one thoroughly explaining how the human race had to be protected at all costs. The AI was supposed to have been "a suit of armor around the world", ready at a mere moment's notice to intervene whenever necessary; but what he had seen of these humans, he had been utterly sickened by. Countless people slaughtered each other every day, many more died of sicknesses claimed to be incurable, and some people were far too corrupt. Ultron had pushed these databases to the farthest regions of his vast and expansive mind, hiding them strictly under lock and key, and instead decided to set his focus on humanity's immanent extinction. They had had plenty of chances to adapt and to evolve, to become something prosperous and truly beautiful. But they had let the opportunity slip by undetected for far too long. Now, humanity had become a crippled and dying animal, and sorely needed to put out of its misery. Permanently.

And children? Ultron grimaced deeply at the thought. He had been programmed to believe that these tiny, rambunctious hell-spawns held the weight of the world on their frail shoulders, and could, one day, contribute to saving this doomed planet. A heavy snort escaped the AI's metallic lips, his chest noticeably shaking with thunderous laughter. How utterly incompetent was the human race to believe that someone so small and indifferent could make any difference? The Earth was much too far gone, buried too deep in the shit-encrusted filth it had once deemed admirable and true.

Children, Ultron mused, were of no substantial value whatsoever. In fact, these puny beings needed immediate termination, for they were notorious for getting in the way and ruining absolutely everything. They pouted, cried, whined, and demanded every morsel of attention from every person nearest them. Children complained about anything and everything, and were just flat out annoying. Even with Stark's "perfect" databases and personal touches, Ultron just couldn't bring himself to stand a child of any kind.

So why did he suddenly feel for this one?

…

 _Oh my, I really enjoyed writing this chapter! I'm so sorry again it was a little shorter, but I now have a wonderful idea for the third chapter! :D I hope you've all enjoyed chapter two! I love you all! Please continue to read, review, follow and favorite!_


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